8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 5, 2007 (September 5, 2007)

WABCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33332	20-8481962
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ	08855-6820
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: 32-2-663-9-800

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01 Entry into Material Definitive Agreements.

Effective as of September 5, 2007, WABCO Holdings Inc. (the “Company”) entered into indemnification agreements (the “Agreements”) with John F. Fiedler and Donald J. Stebbins (each an “Indemnitee”), who have been elected to fill the two vacancies on the Corporation’s Board of Directors, as described below in Item 5.02.

The Agreements supplement the existing indemnification provisions currently contained in the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws. Along with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws, the Agreements generally provide that the Company will, in certain circumstances, indemnify the applicable Indemnitee to the fullest extent permitted by applicable law, providing for the payment of expenses (including attorneys’ fees), losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges in connection therewith) incurred by such Indemnitee or on such Indemnitee’s behalf in connection with any proceeding in any way connected with, resulting from or relating to such Indemnitee’s service as a director of the Company. Each Indemnification Agreement also provides for the advancement of expenses to an Indemnitee in connection with a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an appeal from any such proceeding).

The description of the Agreements and the terms of the Agreements set forth under this Item 1.01 are qualified in their entirety by reference to a form of the Agreement, which was filed as Exhibit 10.6 to the Company’s Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on July 5, 2007.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) As disclosed in the Company’s press release on September 5, 2007, effective September 5, 2007, the Board of Directors elected John F. Fiedler and Donald J. Stebbins to the Board of Directors, filling the two remaining vacancies on the Company’s eight-member Board. In connection with the addition of Messrs. Fiedler and Stebbins to the Company’s Board, the Board also restructured the composition of its two principal board committees as follows:

Audit Committee

Kenneth Martin (Chairman)

Donald J. Stebbins

James Hardymon

Compensation, Nominating and Governance Committee

Michael Smith (Chairman)

Juergen Gromer

John F. Fiedler

1

As a member of the Company’s Board of Directors, Messrs. Fiedler and Stebbins will each receive the following pursuant to the Company’s current director compensation policy:

• An initial retainer of $50,000 paid in the form of restricted common stock;

• An annual cash retainer of $95,000, which shall be paid part in cash ($40,000 payable in four equal quarterly installments) and part in the form of restricted stock units ($55,000); and

• Meeting fees of $1,500 per day for in-person meetings and $750 for each telephonic board meeting.

Messrs. Fiedler and Stebbins will also be entitled to the reimbursement of travel expenses, travel insurance; coverage under the Company’s Director and Officer Insurance Policy; and the use of any owned or leased Company aircraft for business purposes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished as part of this report to the extent described in Item 1.01.

Exhibit No.	Description of Document
10.1	Form of Indemnification Agreement (Previously filed as exhibit 10.6 to the Company’s Form 10 (File No. 001-33332), filed on May 23, 2007 and herein incorporated by reference)
99.1	Press Release dated September 5, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 5, 2007	WABCO HOLDINGS INC.
	By:	/s/ Ulrich Michel
	Name:	Ulrich Michel
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

WABCO APPOINTS JOHN F. FIEDLER AND DONALD J. STEBBINS TO

BOARD OF DIRECTORS

BRUSSELS, BELGIUM – September 5, 2007 – WABCO Holdings Inc. (NYSE: WBC), a leading global provider of electronic braking, stability, suspension and transmission control systems for commercial vehicles, today announced the appointment of John F. Fiedler, retired chairman of BorgWarner, Inc. and Donald J. Stebbins, president and chief operating officer of Visteon Corporation, to the WABCO board of directors.

WABCO is a $2 billion vehicle control systems company that formerly was part of American Standard Companies Inc. (NYSE: ASD). Founded in 1869 as Westinghouse Air Brake Company, it was acquired in 1968 by American Standard, which spun it off as an independent, publicly traded company on August 1 of this year.

Fiedler, 69 and Stebbins, 49, join six previously announced members of the WABCO board: James Hardymon, former chairman and chief executive officer of Textron, who is the WABCO board’s non-executive chairman; Jacques Esculier, WABCO’s chief executive officer; G. Peter D’Aloia, chief financial officer of American Standard; Juergen W. Gromer, president of Tyco Electronics; Kenneth J. Martin, retired chief financial officer and vice chairman of Wyeth (formerly American Home Products); and Michael T. Smith, retired chairman and chief executive officer of Hughes Electronics Corporation.

Fiedler served as chairman of the board of directors and chief executive officer of BorgWarner from 1995 to 2003. Prior to that he was the company’s president and chief operating officer. Before joining BorgWarner in 1994, he was an executive vice president with The Goodyear Tire & Rubber Company, culminating a 29-year career with the company by leading its North American tire division.

A 1960 graduate of Kent State University, he was a Sloan Fellow at the Massachusetts Institute of Technology earning his master’s degree in business there in 1979.

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WABCO Board Appointments – 2

Fiedler is a member of the board of directors of Mohawk Industries, Snap-On Corporation and AirTran Airways. He is also a member of the Kent State Foundation Commission, an advisor to the Board of Trustees of the Manufacturers Alliance/MAPI and a member of the Board of Advisors of Prism Funds.

Stebbins assumed his current position with Visteon in 2005. He joined Visteon from the Lear Corporation where he spent 13 years in a number of executive positions, the most recent of which was president and chief operating officer for the corporation’s Europe, Asia and Africa region. Before assuming this position, Stebbins served as president and chief operating officer for the Americas. He started his career at Lear as vice president and treasurer in 1992 and was appointed senior vice president and chief financial officer in 1997.

A graduate of Miami University, Stebbins earned his master’s degree in business at the University of Michigan. He is a member of the board of directors of Visteon.

About WABCO

WABCO is one of the world’s leading providers of electronic braking, stability, suspension and transmission control systems for heavy duty commercial vehicles. Customers include the world’s leading commercial truck, trailer and bus manufacturers. Founded in the U.S. in 1869 as Westinghouse Air Brake Company, WABCO was acquired by American Standard in 1968 and spun off in 2007. Headquartered in Brussels, Belgium, WABCO employs more than 7,000 people in 34 offices and production facilities worldwide. In 2006, WABCO’s total sales were $2 billion. WABCO is a publicly traded company and is listed on the New York Stock Exchange under the stock symbol WBC. Web site: www.wabco-auto.com.

For more information, reporters may contact:

Margie Pazikas, +32 (2) 663 9801, margie.pazikas@wabco-auto.com.

or Fred Spar, +1 212 521 4813, fred-spar@kekst.com

For more information, investors and financial analysts may contact:

Mike Thompson, +32 (2) 663 9854, investorrelations@wabco-auto.com.

Copyright ^© 2007 WABCO Holdings Inc.

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